Company registration number 13505932 (England and Wales)
DRAGON BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
DRAGON BIDCO LIMITED
COMPANY INFORMATION
Director
Mr Jonathan Leese
Company number
13505932
Registered office
1st and 2nd floor
205 Stockwell Road
London
United Kingdom
SW9 9SL
Independent auditors
PricewaterhouseCoopers LLP
40 Clarendon Road
Watford
Hertfordshire
United Kingdom
WD17 1JJ
DRAGON BIDCO LIMITED
CONTENTS
Page
Director's report
1 - 2
Independent auditors' report
3 - 6
Statement of comprehensive income
7
Statement of financial position
8
Statement of changes in equity
9
Notes to the financial statements
10 - 16
DRAGON BIDCO LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The director presents his annual report and the audited financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company is that of holding investments.
Director
The director who held office during the year and up to the date of signature of the financial statements was as follows:
Mr Jonathan Leese
Independent auditors
The auditors, PricewaterhouseCoopers LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of disclosure to auditors
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 auditors are unaware. Additionally, the director has taken all the necessary steps that he ought to have taken as director in order to make himself aware of all relevant audit information and to establish that the company’s auditors are aware of that information.
Statement of director's responsibilities
The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standards applicable in the UK and Republic of Ireland", Section 1A and applicable law). Under company law the director must not approve the financial statements unless he is 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 director is required to:
select suitable accounting policies and then apply them consistently;
state whether applicable United Kingdom Accounting Standards, comprising FRS 102 Section 1A, have been followed, subject to any material departures disclosed and explained in the financial statements;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The director is 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. He is 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.
DRAGON BIDCO LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Going concern
The company meets its day-to-day working capital requirements through its finance team. The director believes that the company is a going concern. The company had net current liabilities of £4,922,000 as at the reporting date, due to material intergroup payables. The company has received confirmation from Tangle Teezer Limited that they will not seek repayment in the coming year if this would create a liquidity risk for the company.
The financial statements have been prepared on a going concern basis due to the continuing financial support to the company by its immediate parent undertaking, Dragon MidCo Limited, itself a subsidiary of Dragon TopCo Limited, to meet its liabilities as they fall due, for a period of at least 12 months from the date of the approval of these financial statements by the director. There are no material uncertainties in relation to going concern and the director has therefore adopted a going concern basis in preparing these financial statements.
Small companies exemption
This report has been prepared in accordance with the special provisions relating to small companies within Part 15 of the Companies Act 2006.
This report was approved by the board and signed on its behalf by:
Mr Jonathan Leese
Director
24 May 2024
DRAGON BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF DRAGON BIDCO LIMITED
- 3 -
Report on the audit of the financial statements
Opinion
In our opinion, Dragon Bidco Limited’s 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 (United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law); and
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual report and Financial Statements (the “Annual Report”), which comprise: statement of financial position as at 31 December 2023; statement of comprehensive income and statement of changes in equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
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.
In auditing the financial statements, we have concluded that the director’s use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
DRAGON BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF DRAGON BIDCO LIMITED
- 4 -
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The director is responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.
With respect to the Director's report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
Director's reporttrue
In our opinion, based on the work undertaken in the course of the audit, the information given in the Director's report for the year ended 31 December 2023 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Director's report.
Responsibilities for the financial statements and the audit
Responsibilities of the director for the financial statements
As explained more fully in the Statement of director's responsibilities, the director is responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The director is also responsible for such internal control as they 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 director is 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 director either intends to liquidate the company or to cease operations, or have no realistic alternative but to do so.
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.
DRAGON BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF DRAGON BIDCO LIMITED
- 5 -
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries and management bias in accounting estimates. Audit procedures performed by the engagement team included:
reviewing financial statement disclosures to underlying supporting documentation;
identifying and testing journals entries meeting specific fraud criteria; and challenging assumptions made by management in its significant accounting estimates.
enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations;
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
DRAGON BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF DRAGON BIDCO LIMITED
- 6 -
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
we have not obtained all the information and explanations we require for our audit; or
adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
certain disclosures of director’ remuneration specified by law are not made; or
the financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Entitlement to exemptions
Under the Companies Act 2006 we are required to report to you if, in our opinion, the director was not entitled to: take advantage of the small companies exemption from preparing a strategic report. We have no exceptions to report arising from this responsibility.
Suzanne Woolfson (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Watford
24 May 2024
DRAGON BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
2023
2022
Notes
£'000
£'000
Administrative expenses
(383)
(356)
Other operating income
300
400
Operating (loss)/profit
(83)
44
Interest payable and similar expenses
4
(6,835)
(6,721)
Loss before taxation
(6,918)
(6,677)
Tax on loss
5
1,614
1,436
Loss for the financial year
(5,304)
(5,241)
Total comprehensive expense for the year
(5,304)
(5,241)
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
The notes on pages 10 to 16 form part of these financial statements.
DRAGON BIDCO LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 8 -
2023
2022
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
6
76,146
76,146
Current assets
Debtors
7
2,584
1,571
Cash at bank and in hand
32
4
2,616
1,575
Creditors: amounts falling due within one year
8
(7,538)
(6,196)
Net current liabilities
(4,922)
(4,621)
Total assets less current liabilities
71,224
71,525
Creditors: amounts falling due after more than one year
9
(84,773)
(79,770)
Net liabilities
(13,549)
(8,245)
Capital and reserves
Called up share capital
10
Profit and loss reserve
(13,549)
(8,245)
Total equity
(13,549)
(8,245)
The notes on pages 10 to 16 form part of these financial statements.
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements on pages 7 to 16 were approved and signed by the director and authorised for issue on 24 May 2024.
Mr Jonathan Leese
Director
Company Registration No. 13505932
DRAGON BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
Called up share capital
Profit and loss reserve
Total equity
£'000
£'000
£'000
Balance at 1 January 2022
(3,004)
(3,004)
Year ended 31 December 2022:
Loss and total comprehensive expense for the year
-
(5,241)
(5,241)
Balance at 31 December 2022
(8,245)
(8,245)
Year ended 31 December 2023:
Loss and total comprehensive expense for the year
-
(5,304)
(5,304)
Balance at 31 December 2023
(13,549)
(13,549)
The notes on pages 10 to 16 form part of these financial statements.
DRAGON BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
1
Accounting policies
General information
Dragon BidCo Limited is a private company limited by shares and is incorporated and domiciled in England and Wales. The registered office is 1st and 2nd floor, 205 Stockwell Road, London, United Kingdom, SW9 9SL.
1.1
Statement of compliance
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
1.2
Basis of preparation and summary of significant accounting policies
The financial statements have been prepared under the historical cost convention. The principal accounting policies applied are set out below.
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.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues
Section 26 ‘Share based Payment’ Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’ Compensation for key management personnel.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated financial statements. The financial statements present information about the company as an individual entity and not about its group.
Dragon BidCo Limited is a wholly owned subsidiary of Dragon MidCo Limited, which prepares consolidated financial statements. The results of Dragon BidCo Limited are included in the consolidated financial statements of Dragon MidCo Limited which are available from 1st and 2nd floors, 205 Stockwell Road, London, United Kingdom, SW9 9SL.
DRAGON BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 11 -
1.3
Going concern
The company meets its day-to-day working capital requirements through its finance team. The director believes that the company is a going concern. The company had net current liabilities of £4,922,000 as at the reporting date, due to material intergroup payables. The company has received confirmation from Tangle Teezer Limited that they will not seek repayment in the coming year if this would create a liquidity risk for the company.true
The financial statements have been prepared on a going concern basis due to the continuing financial support to the company by its immediate parent undertaking, Dragon MidCo Limited, itself a subsidiary of Dragon TopCo Limited, to meet its liabilities as they fall due, for a period of at least 12 months from the date of the approval of these financial statements by the director. There are no material uncertainties in relation to going concern and the director has therefore adopted a going concern basis in preparing these financial statements.
1.4
Fixed asset investments
Investments in subsidiaries are measured at cost less accumulated impairment. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.5
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.
Basic financial assets
Basic financial assets, including other debtors, amounts owed by group undertakings and cash and bank balances, are recognised at transaction price.
Impairment of financial assets
The company makes an estimate of the recoverable value of other debtors. Where necessary an impairment provision is made.
Classification of financial liabilities
Basic financial liabilities, including other creditors, bank loans and amounts owed to group undertakings, are recognised at transaction price.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
DRAGON BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
1.7
Share capital
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.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.9
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
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.
DRAGON BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is 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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Carrying value of investments
The company makes an estimate of the recoverable value of its investments. Where an indication of impairment is identified the estimation of the recoverable value is made by reference to the estimated future cash flows from the investment and also selection of appropriate discount rates in order to calculate the net present value of those cash flows.
3
Employees
The average monthly number of persons (including the director) employed by the company during the year was:
2023
2022
Number
Number
Total
1
1
4
Interest payable and similar expenses
2023
2022
£'000
£'000
Interest on bank loans
1,653
1,244
Interest payable to group undertakings
5,182
5,477
6,835
6,721
DRAGON BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
5
Tax on loss
2023
2022
£'000
£'000
Current tax
UK corporation tax on profits for the current year
(1,614)
(1,436)
Factors affecting income tax for the year
With effect from 1 April 2023, the UK corporation tax rate increased from 19.00% to 25.00%. The new blended rate for the year is 23.50% (2022: 19.00%).
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the UK blended rate of tax as follows:
2023
2022
£'000
£'000
Loss before taxation
(6,918)
(6,677)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
(1,626)
(1,269)
Tax effect of expenses that are not deductible in determining taxable profit
12
Tax effect of utilisation of tax losses not previously recognised
(167)
Group relief received
(1,614)
(1,436)
Group relief surrendered
1,614
1,436
Taxation credit for the year
(1,614)
(1,436)
6
Investments
2023
2022
£'000
£'000
Investment in subsidiaries
76,146
76,146
7
Debtors
2023
2022
Amounts falling due within one year:
£'000
£'000
Amounts owed by group undertakings
2,584
1,555
Other debtors
16
2,584
1,571
Amounts owed by group undertakings are interest free, unsecured and repayable on demand.
DRAGON BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
8
Creditors: amounts falling due within one year
2023
2022
Notes
£'000
£'000
Bank loans and overdrafts
9
900
1,400
Amounts owed to group undertakings
6,524
4,794
Taxation and social security
86
Other creditors
28
2
7,538
6,196
Amounts owed to group undertakings bear an annual interest at 5%, are unsecured and repayable on demand.
9
Creditors: amounts falling due after more than one year
2023
2022
£'000
£'000
Bank loans and overdrafts
12,512
17,277
Other loans
1,228
1,228
Amounts owed to group undertakings
71,033
61,265
84,773
79,770
Bank loans and overdrafts
Bank loans and overdrafts comprise two loan facilities from HSBC being facility A with a principal amount of £900,000 (2022: £6,300,000) and facility B with the principal amount of £13,000,000 (2022: £13,000,000). The loan facilities are stated net of £488,000 (2022: £623,000) arrangement fees.
Facility A bears an annual interest of 4% and is repayable in 6-monthly instalments between June 2022 and June 2026. During the year the company expedited the repayments of this facility reducing the balance to £900,000 at 31 December 2023.
Facility B bears an annual interest of 4.5% and is repayable in June 2027. The loan facilities are secured over the current and non-current assets of Tangle Teezer Limited.
Other loans
Other loans comprise a loan provided by management in the amount of £1,228,000 (2022: £1,228,000). This is a fixed rate loan repayable on 31 December 2027. It is unsecured and bear an annual interest at 10% payable half yearly with an option of compounding.
Amounts owed to group undertakings
Amounts owed to group undertakings include Rollover Loan Notes of £21,306,000 (2022: £19,169,000) which comprise £16,486,000 (2022: £16,486,000) of principal and £4,820,000 (2022: £2,683,000) accrued interest. These are fixed rate loan notes repayable on 31 December 2027. They are unsecured and bear an annual interest at 10% payable half yearly with an option of compounding.
The remaining amounts owed to group undertakings bear an annual interest at 10%, are unsecured and repayable together with accrued interest on 31 December 2027 or (if earlier) upon the date of a sale or listing.
DRAGON BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
10
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary share of £1 each
1
1
-
-
11
Related party transactions
The company has taken advantage of the exemption under section 33.1A of FRS102 from disclosing transactions or balances with entities which form part of the group.
12
Ultimate controlling party
The company's immediate parent company is Dragon MidCo Limited, the company registered and incorporated in England and Wales. Dragon MidCo Limited owns 100% of the company's share capital and prepares consolidated financial statements which can be obtained from 1st and 2nd floor, 205 Stockwell Road, London, United Kingdom, SW9 9SL.
The company's ultimate parent company is Dragon TopCo Limited, the company registered and incorporated in Guernsey. It is the largest group for which the consolidated financial statements are prepared. The financial statements of Dragon Topco Limited can be obtained from its office at Ground Floor, Cambridge House, Le Truchot, St Peter Port, Guernsey GY1 1WD
The company's ultimate controlling party is Mayfair Equity Partners LLP which is based at 8 Hanover Street, London W1S 1YQ.
13
Events after the reporting date
There were no significant events after the reporting date.
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