Company registration number 14638601 (England and Wales)
REPAIR BIDCO UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
REPAIR BIDCO UK LIMITED
COMPANY INFORMATION
Directors
Mr S Reeve
(Appointed 23 June 2023)
Mr N A Hilton
(Appointed 23 June 2023)
Mr W R Grant
(Appointed 3 February 2023)
Mr A S Taylor
(Appointed 3 February 2023)
Company number
14638601
Registered office
Unit 2 Northbrook Industrial Estate
Vincent Avenue
Southampton
Hampshire
SO16 6PB
Auditor
Moore (South) LLP
City Gates
2 - 4 Southgate
Chichester
West Sussex
PO19 8DJ
REPAIR BIDCO UK LIMITED
CONTENTS
Page
Strategic report
1 - 6
Directors' report
7 - 9
Independent auditor's report
10 - 13
Statement of comprehensive income
14
Balance sheet
15
Statement of changes in equity
16
Notes to the financial statements
17 - 26
REPAIR BIDCO UK LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 1 -

Who we are

 

The CLC group of companies, together the "Group" or "CLC", form one the UK's leading property maintenance and refurbishment companies. Information given below is relevant to the CLC Group, consisting of non-dormant entities C.L.C. Contractors Limited, C L C Contractors (Ireland) Limited, CLC Group Limited, Hilbre Holdings Limited and Repair Bidco UK Limited.

 

What we do

    

Since our early days as specialist painting contractors, we have grown into a multi trade business, expanding our services across multiple sectors with a skilled and experienced workforce of over 900 employees based across 13 branch offices throughout the UK. Our 55 years' experience in the industry and commitment to using in-house resources makes us a safe and reliable contractor who consistently provides clients with a high quality service.

 

At CLC, we help our clients transform and maintain their buildings, homes or infrastructure through a variety of refurbishment and maintenance services. We work for a significant number of clients across a variety of business sectors including; Leisure, Education, Utility, Healthcare, Social Housing and Commercial sectors, providing the following services:

 

 

What makes us different

 

We believe that what makes us different from our competitors is our people, our values and our commitments.

 

Our people

 

Our workforce largely consists of directly employed trades people from the local areas in which we operate. We believe that investing in a directly employed team and providing them with training and progression opportunities leads to committed trades people with a passion for what they do.

 

Our Directors, across our group structure, are responsible for the successful delivery of each and every contract. With Directors and branch managers spread throughout our branches, our staff, supply chain and most importantly our clients can walk into a branch and speak directly to a Director or branch manager.

 

We are a national contractor with a management structure in each branch, allowing us to be 'small enough to care but big enough to cope'.

 

REPAIR BIDCO UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -

Our Values

 

Our Values form the promises we make to our employees, clients and their customers and what we set out to achieve on every project we undertake. Our values include:

 

 

Our Commitments

 

Our clients trust us to deliver a safe, efficient and reliable service built on quality workmanship. To achieve this, we commit to:

 

Business Review

The Group traded very well during 2023, when it continued to outstrip historical levels of work serving our customers. The effects of the pandemic had been overcome by the beginning of the year, although the invasion of the Ukraine by Russia in February 2022 and the resultant sanctions applied continued to affect the global economy causing inflationary pressures, which in turn lead central banks to increase interest rates. The shocks to the debt markets following the Liz Truss/Kwasi Kwarteng budget in September 2022 created further problems and uncertainties for the UK economy which continued into 2023. The construction labour market remained tight, which has meant that recruitment throughout the year has been challenging. Where we have had requirements to fill key management roles, our strong business and clear commitments and values act as a differentiator from our competitors, allowing us to attract talented people into the business, and we move into 2024 with a very strong management team. Recruitment of skilled trades continues to be challenging in the market currently.

 

On 23 June 2023, the Group was acquired by HIG Capital LLC through this new corporate entity, Repair Bidco UK Limited, when this entity acquired the entire share capital of Hilbre Holdings Ltd, the ultimate holding company of the Group. A new group structure was put in place at the same time. As part of this deal, the funding structure of the Group was changed, and details of these arrangements are noted in the accounts of the relevant new group companies.

 

This change in ownership of the Group allows the Group to access new lines of funding and to consider other areas of growth.

 

The trading results of the Group for 2023 were above budgeted levels of turnover and profit. The Directors are pleased with the results for the year given the geopolitical and macroeconomic backdrop. The outlook for 2024 is discussed in the Directors' report.

REPAIR BIDCO UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 3 -
Principal risks and uncertainties

The Group uses various financial instruments. These include cash and various items, such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group's operations. The existence of these financial instruments exposes the Group to a number of financial risks, which are described in more detail below.

 

The main risks arising from the Group's financial instruments are credit risk, liquidity risk and contract risk. The Directors review and agree policies for managing each of these risks and they are summarised below. These policies have remained unchanged from previous years. The Group is not exposed to significant translation and transaction foreign exchange risk.

 

Credit risk

 

The Group's principal financial assets are work in progress and trade debtors. The principal credit risk arises therefore from its work in progress and trade debtors. Over 50% of the work is carried out for public sector or quasi public sector organisations which pose little or no credit risk.

 

In order to manage credit risk the credit manager sets limits for customers based on a combination of payment history, third party credit references and an assessment of market conditions. Credit limits are reviewed by the Directors on a regular basis in conjunction with debt ageing and collection history.

 

Liquidity risk

 

The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Budgets and forecasts are prepared and updated and the arrangement of sufficient banking facilities are managed to meet the needs of the Group on an annual basis.

 

Contract risk

 

The Group enters into contracts with customers and its supply chain, each priced in accordance with the Group's profitability targets and in line with the general market. There is a risk that prices are set and agreed at incorrect levels, and the profitability targets are missed. Large tenders are reviewed internally before submission and our oversight through our financial key performance indicators means that any pricing errors are quickly identified and, where possible, mitigated.

 

Covid-19 pandemic

 

The UK Government ended self isolation restrictions relating to the pandemic as of 24 February 2022 in England following its publication of its Plan for Living with Covid on 19 February. We consider that our Balance Sheet and cash position is sufficiently strong to enable us to continue through 2024 and beyond with no further support from either Government or stakeholders given the current state of the pandemic and the Government's current plans.

REPAIR BIDCO UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 4 -
Financial key performance indicators

We monitor the business using a number of key performance indicators including:

 

Activity levels

 

Workload is reviewed by the Board and the Branch management team on a monthly basis and tracked against annual budgeted and forecasted revenue. Through this review any shortfalls in individual branch revenues can be identified in advance and rectified through a focus on alternative works and through the increased focus on such branches by our business development managers.

 

Operating margins

 

Contract margins are reviewed on a monthly basis at a contract, branch and group level to identify areas of under performance and possible improvement. This enables the management team to identify issues on a timely basis and implement rectification plans accordingly.

 

During 2023, group gross profit margins were 23.4%.

 

Working capital levels

 

Debtors and work in progress are reviewed and monitored each month. The management team identifies where improvements in operational performance can be made and how better cash collection can be achieved through this review process. Working capital management is a fundamental part of our business and is integral to our reward and recognition processes.

 

Debtor days (including amounts recoverable on contracts) at year end were 53 days.

Other performance indicators

In addition to the financial KPl's, we also monitor the business through a number of non-financial key performance indicators, including:

 

Customer Satisfaction

 

The Group conducts surveys of customer satisfaction of completed contracts and longer term ongoing contracts to ensure we are maintaining our high levels of client satisfaction. We take customer satisfaction extremely seriously and our aim is to exceed client expectations at all times.

 

Customer satisfaction KPl's are reviewed each month at Board level and action is taken where shortfalls in our performance are identified. Board involvement in this process helps to reinforce our client focused culture.

 

In the year to 31 December 2023, we achieved an overall customer satisfaction of 95.9%.

 

Health and Safety

 

The Group monitors incidents and accidents with a focus on accident prevention and maintaining safety of our staff, clients and the general public. We provide "tool box talks" for our operatives each month on pertinent areas such as Working at Height and Slips, Trips and Falls. The Board and branch management reviews attendance and scores at these training sessions to ensure that all operatives are appropriately trained.

 

Additionally, our Health and Safety team reports on accident statistics each month and this is closely reviewed.

REPAIR BIDCO UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 5 -
Section 172(1) of the Companies Act 2006

The Directors of the Company, as those of all UK companies, must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act 2006 which is summarised as follows:

 

A Director of a Company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so, have regard (amongst other matters) to:

 

 

The following paragraphs summarise how the Directors fulfil their duties:

 

Risk management

 

We provide building refurbishment and maintenance services to our clients. Most of the work that we undertake falls into the Construction market sector, which is highly regulated by various bodies, most notably through the Health and Safety at Work Act 1974 via the Health and Safety Executive, which creates a framework within which we manage operational and safety risk. The Company, through its Board, its quality assurance systems and its branch management structure, operates a proven methodology for effectively identifying, evaluating, managing and mitigating the risks we face. For details of our principal risks and uncertainties, please see page 3.

 

Our people

 

The Group is committed to being a responsible business and our behaviour is aligned with the expectations of our people, our clients, our shareholders and the communities we serve and society as a whole. People are at the heart of our service delivery and our success flows from our management of our people's performance and development of their talent while ensuring we operate as efficiently as possible. We ensure that we share common values that inform and guide our behaviour so we achieve our goals in the right way. For further details, see "Our Values" and "Our Commitments" above.

 

Business relationships

 

Our strategy prioritises organic growth through consistent high quality service and strong client relationships. We value all our suppliers and have strong ongoing relationships with our key suppliers.

 

Community and environment

 

The Group's approach is to utilise its recruitment of its workforce to promote local people in the communities in which we work. We support our clients, many of whom are very active in social housing and social care, to promote the local community. We also actively promote recycling of building products and the reduction of our carbon emissions through various initiatives driven through our management teams.

 

Shareholders

 

The Board actively engages with the Group's shareholders, whether they are members of the management team, who are automatically aligned to the Group's values and aspirations, or the management of HIG Capital LLC, in order to maintain an effective dialogue

REPAIR BIDCO UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 6 -

On behalf of the board

Mr S Reeve
Director
22 May 2024
REPAIR BIDCO UK LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 7 -

The directors present their annual report and financial statements for the period ended 31 December 2023.

Principal activities

The principal activities of the group are building refurbishment, building maintenance and asset maintenance.

 

The principal activity of the company is that of a holding company.

Results and dividends

The results for the period are set out on page 14.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Mr S Reeve
(Appointed 23 June 2023)
Mr N A Hilton
(Appointed 23 June 2023)
Mr W R Grant
(Appointed 3 February 2023)
Mr A S Taylor
(Appointed 3 February 2023)
Financial instruments

The Group uses various financial instruments. These include loans, cash, and various items, such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group's operations. The existence of these financial instruments exposes the Group to a number of financial risks, which are described in more detail in the strategic report.

Disabled persons

The Directors give special attention to the health and safety of their employees. If an employee becomes disabled whilst employed by the Group then whenever possible that person will be employed in the same job. If this is not possible every effort will be made to find suitable alternative employment. If retraining is necessary this will be provided using Group resources and the facilities offered by the Government retraining centres.

Employee involvement

Appropriate action has been taken to develop arrangements aimed at providing the Group's employees with information on matters of concern to them; consulting with employees or their representatives; encouraging their involvement in the Group's performance; and achieving an awareness on the part of employees of financial and economic factors affecting the Group's performance.

Statement of engagement with suppliers, customers and others in a business relationship with the Group

As stated in our Strategic Report, our strategy prioritises organic growth through consistent high quality service and strong client relationships. We value all our suppliers who support us in this strategy, and have strong ongoing relationships with our key subcontractors and suppliers. The creation and support of teams who work together with both clients and suppliers is integral to our service delivery.

Post balance sheet events

There have been no post balance sheet events after the year end.

Future developments

The Group has responded well to the challenges created by the UK economy in 2023, with higher general inflation, material and labour shortages all experienced throughout the year. The directors are optimistic about the Group’s ability to deliver growth in the coming years given the Group's track record of agility in the marketplace. The forthcoming General Election later in 2024 will also bring new challenges and opportunities to the Group.

REPAIR BIDCO UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 8 -
Going concern

The Directors have reviewed forecasts for the Group to 31 December 2025, along with the current funding arrangements available to the Group and concluded that the Group has adequate liquidity headroom and mitigation strategies to continue to operate for at least the next 12 months from approval of these financial statements and meet its liabilities as they fall due. The Directors therefore have a reasonable expectation that the Group and therefore the Company has adequate resources to continue in operational existence for the foreseeable future.

 

The Company has access to the facilities of the Group and therefore management consider the Group assessment to be aligned with that of the Company for going concern purposes.

Auditor

Moore (South) LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Streamlined energy and carbon report

The Company is large and is therefore required to report in respect of Streamlined Energy and Carbon Reporting (SECR). The Company is an intermediate parent company. Disclosures in respect of subsidiary undertakings are made in the accounts of Repair Topco UK Limited.

Statement of directors' responsibilities

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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:

 

 

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 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.

Matters covered in the strategic report

The business review and information on financial risk management objectives and policies and principal risks and uncertainties is shown in the strategic report.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Qualifying third party indemnity provision

The Group purchased and throughout the year maintained appropriate insurance cover in respect of Directors' and Officers' liabilities.

REPAIR BIDCO UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 9 -
On behalf of the board
Mr S Reeve
Director
22 May 2024
REPAIR BIDCO UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF REPAIR BIDCO UK LIMITED
- 10 -
Opinion

We have audited the financial statements of Repair Bidco UK Limited (the 'company') for the period ended 31 December 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law 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:

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 Auditor's 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 UK, including the FRC’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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

REPAIR BIDCO UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF REPAIR BIDCO UK LIMITED
- 11 -
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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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.

Auditor's 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 auditor's 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.

 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

REPAIR BIDCO UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF REPAIR BIDCO UK LIMITED
- 12 -

Our approach was as follows:

 

 

 

 

 

To address the risk of fraud through management override we:

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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 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 auditor's 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.

REPAIR BIDCO UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF REPAIR BIDCO UK LIMITED
- 13 -
Matthew Bather
Senior Statutory Auditor
For and on behalf of Moore (South) LLP
22 May 2024
Chartered Accountants
Statutory Auditor
City Gates
2 - 4 Southgate
Chichester
West Sussex
PO19 8DJ
REPAIR BIDCO UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 14 -
Period
ended
31 December
2023
Notes
£000
Turnover
-
Administrative expenses
(2,302)
Other operating income
764
Operating loss
(1,538)
Interest payable and similar expenses
6
(4,717)
Loss before taxation
(6,255)
Tax on loss
7
-
0
Loss for the financial period
(6,255)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

 

The loss for the period represents total comprehensive loss.

The notes on pages 17 to 26 form part of these financial statements.

REPAIR BIDCO UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 15 -
2023
Notes
£000
£000
Fixed assets
Investments
8
114,751
Current assets
Debtors
10
94
Creditors: amounts falling due within one year
11
(51,612)
Net current liabilities
(51,518)
Total assets less current liabilities
63,233
Creditors: amounts falling due after more than one year
12
(43,054)
Net assets
20,179
Capital and reserves
Called up share capital
15
264
Share premium account
26,170
Profit and loss reserves
(6,255)
Total equity
20,179

The notes on pages 17 to 26 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 22 May 2024 and are signed on its behalf by:
Mr S Reeve
Director
Company registration number 14638601 (England and Wales)
REPAIR BIDCO UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 16 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£000
£000
£000
£000
Balance at 3 February 2023
-
0
-
0
-
0
-
0
Period ended 31 December 2023:
Loss and total comprehensive income
-
-
(6,255)
(6,255)
Issue of share capital
15
264
26,170
-
26,434
Balance at 31 December 2023
264
26,170
(6,255)
20,179

The notes on pages 17 to 26 form part of these financial statements.

REPAIR BIDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 17 -
1
Accounting policies
Company information

Repair Bidco UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 2 Northbrook Industrial Estate, Vincent Avenue, Southampton, Hampshire, SO16 6PB.

 

The principal activity of the company is that of a holding company.

1.1
Reporting period

The company was incorporated on 3 February 2023 and therefore the period covered by these financial statements totals 11 months. There are no comparative amounts due to being the company's first year.

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, unless otherwise stated.

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.

 

The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

The company is a wholly owned subsidiary of Repair Midco UK Limited and its results are included in the consolidated financial statements of Repair Topco UK Limited. These consolidated financial statements are available from its registered office: Unit 2 Northbrook Industrial Estate, Vincent Avenue, Southampton, England, SO16 6PB.

1.3
Going concern

The Directors have reviewed forecasts for the Group to 31 December 2025, along with the current funding arrangements available to the Group and concluded that the Group has adequate liquidity headroom and mitigation strategies to continue to operate for at least the next 12 months from approval of these financial statements and meet its liabilities as they fall due. The Directors therefore have a reasonable expectation that the Group and therefore the Company has adequate resources to continue in operational existence for the foreseeable future.true

 

The Company has access to the facilities of the Group and therefore management consider the Group assessment to be aligned with that of the Company for going concern purposes.

REPAIR BIDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.4
Fixed asset investments

Interests in subsidiaries are measured at cost less accumulated impairment.

 

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.

1.5
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.

1.6
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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

REPAIR BIDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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, including any arrangement fees, 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.7
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.

1.8
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

REPAIR BIDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
Current tax

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operate and generate income.

Deferred tax

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed

by the Balance Sheet date, except that:

 

• The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

• Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

• Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

 

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

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.

 

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
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Contingent consideration

The Group has acquired a business for which part of the consideration is contingent on future performance. A financial liability for this contingent consideration has not been recognised as amounts cannot be reliably estimated. See further details per note 8.

REPAIR BIDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 21 -
3
Auditor's remuneration
2023
Fees payable to the company's auditor and associates:
£000
For audit services
Audit of the financial statements of the company
65
For other services
All other non-audit services
16

Fees paid to the Group's auditors for the statutory audit of the Company are paid by C.L.C. Contractors Limited on behalf of the Group. The balances disclosed above relate to the total audit fee for the Group, headed by Repair Topco UK Limited, as it is impractical to split this by company. The cost of the Company audit is included within this total.

4
Employees

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

2023
Number
4

Their aggregate remuneration comprised:

2023
£000
Wages and salaries
674
Social security costs
91
Pension costs
3
768
5
Directors' remuneration

Remuneration for qualifying services paid through Repair Bidco UK Limited totalled £478k. The Directors of Repair Bidco UK Limited are also remunerated through other group companies for their services to those entities.

 

Amounts paid to the highest paid director were £267k.

 

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1.

REPAIR BIDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 22 -
6
Interest payable and similar expenses
2023
£000
Interest on bank overdrafts and loans
3,571
Interest payable to group undertakings
1,146
4,717
7
Taxation

The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

2023
£000
Loss before taxation
(6,255)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(1,564)
Tax effect of expenses that are not deductible in determining taxable profit
181
Group relief surrendered
1,383
Taxation charge for the period
-
8
Fixed asset investments
2023
Notes
£000
Investments in subsidiaries
9
114,751
REPAIR BIDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
8
Fixed asset investments
(Continued)
- 23 -
Movements in fixed asset investments
Shares in subsidiaries
£000
Cost or valuation
At 3 February 2023
-
Additions
114,751
At 31 December 2023
114,751
Carrying amount
At 31 December 2023
114,751

On 23 June 2023, the company acquired 100% of the share capital of Hilbre Holdings Ltd for a consideration of £114.75M, including legal fees of £4.9M, for a mixture of cash, equity, and deferred consideration.

 

There is a further element of deferred consideration that is dependent, inter alia, on the former Hilbre Holdings group achieving a certain level of profitability in the year to 31 December 2024. As this sum due from deferred consideration is determined by, amongst other items, the profitability of the former group, and the directors cannot with reasonable certainty assess the eventual profit for the future year, nor can they assess with reasonable certainty various other commercial hurdles, they therefore cannot assess with reasonable certainty the value of the deferred consideration. The deferred consideration sum can vary from nil to £8.4M if adjusted EBITDA is between £15.3M and £16.75M for FY24, and may be larger than this if the adjusted EBITDA is greater than £16.75M. However, the sum may be less than £8.4M even if adjusted EBITDA is greater than £16.75M if certain other commercial conditions are not met.

REPAIR BIDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 24 -
9
Subsidiaries

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

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Hilbre Holdings Limited
Unit 2 Northbrook Industrial Estate, Vincent Avenue, Southampton, SO16 6PB
Holding company
Ordinary
100.00
-
CLC Group Limited
Unit 2 Northbrook Industrial Estate, Vincent Avenue, Southampton, SO16 6PB
Holding company
Ordinary
-
100.00
C.L.C. Contractors Limited
Unit 2 Northbrook Industrial Estate, Vincent Avenue, Southampton, SO16 6PB
Building maintenance & refurbishment contractors
Ordinary
-
100.00
Globalrule Limited
Unit 2 Northbrook Industrial Estate, Vincent Avenue, Southampton, SO16 6PB
Dormant
Ordinary
-
100.00
C L C Contractors (Ireland) Limited
3rd Floor, Ulysses House, Foley Street, Dublin 1, Dublin, Ireland
Building maintenance & refurbishment contractors
Ordinary
-
100.00
10
Debtors
2023
Amounts falling due within one year:
£000
Other debtors
94
REPAIR BIDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 25 -
11
Creditors: amounts falling due within one year
2023
£000
Trade creditors
335
Amounts owed to group undertakings
33,157
Corporation tax
46
Other taxation and social security
17
Other creditors
6
Accruals and deferred income
18,051
51,612

Amounts due to group companies are repayable on demand with interest being charged at 8% per annum.

 

A fixed and floating charge is held over investments; intellectual property; debts due from third parties; bank accounts and related rights; and all goodwill and uncalled capital.

12
Creditors: amounts falling due after more than one year
2023
Notes
£000
Bank loans and overdrafts
13
43,054
Amounts included above which fall due after five years are as follows:
Payable other than by instalments
45,000
13
Loans and overdrafts
2023
£000
Bank loans
43,054
Payable after one year
43,054

Long term borrowings of £45m were entered into during the period with a maturity date of June 2029. Amounts are repayable at the maturity date. Interest is charged at the Sterling Overnight Index Average (SONIA) (2% floor) plus 10%, approximately 15% in the year.

 

The loan arrangement fee is included within the year end creditor and is amortised under an effective interest rate. The balance of the arrangement fee carried forward at the year end was £1,946k with £174k amortised during the period.

 

A fixed and floating charge is held over investments; intellectual property; debts due from third parties; bank accounts and related rights; and all goodwill and uncalled capital.

REPAIR BIDCO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 26 -
14
Retirement benefit schemes
2023
Defined contribution schemes
£000
Charge to profit or loss in respect of defined contribution schemes
3

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. At the year end, contributions of £1k were payable to the scheme are included within creditors.

15
Share capital
2023
2023
Ordinary share capital
Number
£000
Issued and fully paid
Ordinary shares of 1p each
26,434,433
264

The company incorporated with 100 1p shares on 3 February 2023.

 

On 23 June 2023, 21,380,233 ordinary shares were issued at 1p each.

 

A further share issue was then conducted on 28 November 2023, comprising of 5,054,100 ordinary shares at 1p each.

16
Contingent liabilities

A composite guarantee and debenture exists between group companies in respect of bank loans held in Repair Bidco UK Limited.

 

The Directors consider it to be highly improbable that any liability will crystallise for the Group as a result of these guarantees.

17
Related party transactions

The company has taken advantage of the exemption available within FRS 102, whereby it has not disclosed transactions with its parent company or any subsidiaries that are wholly owned within the group.true

18
Controlling party

Repair Midco UK Limited is the company's immediate parent company. Repair Midco UK Limited is incorporated in England and Wales and registered at Unit 2 Northbrook Industrial Estate, Vincent Avenue, Southampton, England, SO16 6PB.

 

Tribus Holdings 1 Sarl is the company's ultimate parent company. The company is incorporated in Luxembourg and registered at 8, rue Lou Hemmer, 1748 Senningerberg, Luxembourg.

 

In the opinion of the directors the company has no controlling party.

 

The ultimate parent company does not produce publically available consolidated financial statements. The smallest and largest group in which the results of the company are consolidated is that headed by Repair Topco UK Limited. The consolidated financial statements are available to the public and may be obtained from Companies House.

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