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Registered number: 07617386










ANGEL SPRINGS HOLDINGS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2023

 
ANGEL SPRINGS HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
J C Kent 
M J R Ryall 




Registered number
07617386



Registered office
Angel House
Shaw Road

Wolverhampton

WV10 9LE




Independent auditors
BW Audit Limited
Chartered Accountants & Statutory Auditors

Berry & Warren

54 Thorpe Road

Norwich

NR1 1RY





 
ANGEL SPRINGS HOLDINGS LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 3
Directors' Report
 
4 - 6
Independent Auditors' Report
 
7 - 10
Statement of Comprehensive Income
 
11
Statement of Financial Position
 
12
Statement of Changes in Equity
 
13
Notes to the Financial Statements
 
14 - 23


 
ANGEL SPRINGS HOLDINGS LIMITED
 
 
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2023

Introduction
 
The Directors present the Strategic Report for the year ended 30 June 2023.

Business review
 
The results for the year and the company's financial position are shown in the attached financial statements. The principal activity and nature of the company's operations is that of a holding company. The company  has not traded in the year.

Directors' statement of compliance with duty to promote the success of the company
 
The Directors are fully aware of their duty to promote the success of the company pursuant to Section 172 of the Companies Act 2006. Consequently, each Director must act in a way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in dong so have regard (amongst other matters) to:
 
the likely consequence of any decision in the long term;
the interests of the company's employees; 
the need to foster the company's business relationships with suppliers, customers and others
the impact of the company's operations on the community and the environment;
the desirability of the company maintaining a reputation for high standards of business conduct; and
the need to act fairly as between members of the company

In compliance with section 172 of the Companies Act 2006, the background to the above decisions taken by the Directors are set out below.
Investors 
The ultimate parent is BDT Capital Partners (BDT). The company is a subsidiary of the Culligan Group ('Culligan'), within BDT's diverse investment portfolio, which will only continue to remain attractive to investors if we demonstrate consistent and robust growth and profitable performance. Strategic alignment is discussed on a monthly basis with regional and global Culligan leadership, with a clear mandate and set of values cascaded across the group. 
 
Page 1

 
ANGEL SPRINGS HOLDINGS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023

Managing interest of company's employees
The continued success of the company's subsidiaries is predicated by a committed, dynamic and importantly safe workforce that are driven by success and adherence to our Culligan values. 
The Board has continued throughout the year to keep its subsidiaries' employees informed on matters impacting them. This is achieved through formal and informal meetings, periodic e-mails and employee newsletters. The group has a number of employees holding the position of Mental Health First Aiders and has continued raising awareness and support of mental health issues as they can impact on employees at key points in their lives.
Workforce engagement is managed through a number of initiatives, including a structured personal performance review cycle, online learning and skills management, and feedback inputs from employee questionnaires and ENPS (employee net promoter score) tracking. 
Furthermore, health and safety is core to our working practices with recordable injury frequency rates, and near misses, highlighted within company KPI dashboards and seen as a priority agenda point in wider company communications. 
The above relates to the group policy for employees as there are no staff members employed by the company. 
Customers 
The company's subsidiaries are trusted brands in the sector in which they operate, needing to demonstrate this in the continued high quality of products and aftersales services they provide. Customer engagement, the value derived from the water solutions the company's subsidiaries provide, and the ability to be receptive and adapt to changing customer needs and trends, are fundamental to the continued success of the business. 
NPS (net promoter score) is continuously tracked through automated requests for customer feedback, reviewed and actioned upon with a clear strategy and focus on the customer experience and how this can be continuously improved. We continue to invest in both technology and training (in both our office and field based teams) to improve the customer journey, both in terms of quality and efficiency. 
Suppliers 
The company's subsidiaries buy from a range of both international suppliers and local UK businesses - the compliance, quality, speed of supply, and continuous innovation of which are key to us being able to meet the needs of our customers and operate a lean working capital position.
 
The company's subsidiaries supply chain works closely with suppliers, specifically our larger product manufacturers, on supply planning, product development, and any ongoing supply chain and logistic concerns that have arisen post year-end. This secures robust timely supply and mutually beneficial alignment of product innovation. 
The company does not purchases inventory as a holding company, however the procurement process remains consistent across the group with emphasis on quality of services purchased. 

Page 2

 
ANGEL SPRINGS HOLDINGS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023

Principal risks and uncertainties
 
The Directors of the company consider that the key business risks and uncertainties affecting the company relate to the economic environment in which its subsidiaries operate, with continuing uncertainty impacting the economy. In order to mitigate this the group has actively pursued a policy of cost controls, investment in market, client and supplier relationships and look to continuously develop products that meet changing requirements. 
Financial risk management
The company's operations expose it to a variety of financial risks. The company has in place a risk management programme that seeks to limit any adverse effects on the financial performance of the company. 
Liquidity risk 
Liquidity risk is managed by monitoring and access to borrowings from a group undertaking, to ensure the company has sufficient available funds for operations and planned expansion. 
Interest rate risk 
The company is exposed to interest rate risk on borrowings from and to group companies. The group manages interest rate risk centrally through robust cash forecasting procedures, with interest rates also being fixed reducing the overall level of risk involved. 

Financial key performance indicators
 
Given that the company has not traded in the year, the Directors do not deem KPI analysis to be relevant.

Future developments
 
The company is to continue to act as a holding company.


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





................................................
J C Kent
Director

Date: 11 October 2024

Page 3

 
ANGEL SPRINGS HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 JUNE 2023

The directors present their report and the financial statements for the period ended 30 June 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;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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.

Principal activity

The principal activity of the company continued to be that of the holding company for its subsidiary undertakings (together, the "Group"). The principal activities of the group continued to be that of supplying high quality bottled and filtered, mains-fed water and associated products to businesses throughout the UK and Europe.

Results and dividends

The company did not trade in the year. No ordinary dividends were paid (2021: £Nil). The Directors do not recommend payment of a final dividend.

Page 4

 
ANGEL SPRINGS HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023


Directors

The directors who served during the period were:

J C Kent (appointed 1 November 2022)
K J Matthews (resigned 1 November 2022)
J M Murphy (resigned 1 November 2022)
G P Pritchett (resigned 25 January 2023)
M J R Ryall 

Qualifying third party indemnity provisions

Qualifying third party indemnity provisions for the benefit of the company's directors were in force during the year. These provisions remain in force at the reporting date.

Greenhouse gas emissions, energy consumption and energy efficiency action

The company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the period is 40,000kWh or lower.

Post balance sheet events

On 19 June 2024 the company issued 1 additional Ordinary Share for total consideration of £2,524,586.
This additional share capital raised was simultaneously reinvested in the company’s subsidiary.

Matters covered in the Strategic Report

The company has chosen in accordance with Companies Act 2006, section 414C(11) to set out in the company's Strategic Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' Report. It has done so in respect of financial and other risk management objectives and policies, Section 172 (1) statement and future developments.

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 5

 
ANGEL SPRINGS HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023

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





................................................
J C Kent
Director

Date: 11 October 2024

Page 6

 
ANGEL SPRINGS HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANGEL SPRINGS HOLDINGS LIMITED
 

Opinion

We have audited the financial statements of Angel Springs Holdings Limited (the 'company') for the period ended 30 June 2023, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, 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 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:

give a true and fair view of the state of the company's affairs as at 30 June 2023 and of its loss for the period 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.

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.

Page 7

 
ANGEL SPRINGS HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANGEL SPRINGS HOLDINGS LIMITED (CONTINUED)


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 period 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 4, 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 8

 
ANGEL SPRINGS HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANGEL SPRINGS HOLDINGS 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 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 the management and those charged with governance of the company.
Due to the field in which the company operates, we identified the areas most likely to have a direct material impact on the financial statements as compliance with UK tax legislation, UK accounting standards and the Companies Act 2006. In addition, we considered the provisions of other laws and regulations which, whilst not having a direct impact on the financial statements, are fundamental to the company's ability to operate.
Our approach to identifying and assessing the risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, included the following:
 
Enquiries with management about any known or suspected instances of non-compliance with laws and regulations, potential litigation or claims and fraud;
Reviewing legal and professional fees for indicators of litigation;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Assessing the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance;
Challenging assumptions and judgements made by management in their significant accounting estimates;
Auditing risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of any significant transactions outside the normal course of business.

Due to 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.

Page 9

 
ANGEL SPRINGS HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANGEL SPRINGS HOLDINGS LIMITED (CONTINUED)


Other matters 

The prior year financial statements, and therefore the comparative figures for 31 December 2021, were unaudited.

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.




Joanne Fox BA FCA (Senior Statutory Auditor)
  
for and on behalf of
BW Audit Limited
 
Chartered Accountants
Statutory Auditors
  
Berry & Warren
54 Thorpe Road
Norwich
NR1 1RY

11 October 2024
Page 10

 
ANGEL SPRINGS HOLDINGS LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2023

2023
2021
Note
£000
£000

  

Administrative expenses
  
(9)
-

Exceptional administrative expenses
 6 
(1,520)
-

Operating (loss)/profit
  
(1,529)
-

(Loss)/profit for the financial period
  
(1,529)
-

There was no other comprehensive income for 2023 (2021:£NIL).

The notes on pages 14 to 23 form part of these financial statements.

Page 11

 
ANGEL SPRINGS HOLDINGS LIMITED
REGISTERED NUMBER: 07617386

STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023

30 June
31 December
2023
2021
Note
£000
£000

Fixed assets
  

Investments
 7 
22,108
23,628

  
22,108
23,628

Current assets
  

Debtors: amounts falling due within one year
 8 
955
955

  
955
955

Creditors: amounts falling due within one year
 9 
(24,176)
(24,167)

Net current liabilities
  
 
 
(23,221)
 
 
(23,212)

Total assets less current liabilities
  
(1,113)
416

  

Net (liabilities)/assets
  
(1,113)
416


Capital and reserves
  

Called up share capital 
 10 
8,095
8,095

Share premium account
 11 
215
215

Profit and loss account
 11 
(9,423)
(7,894)

  
(1,113)
416


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
J C Kent
Director

Date: 11 October 2024

The notes on pages 14 to 23 form part of these financial statements.

Page 12

 
ANGEL SPRINGS HOLDINGS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£000
£000
£000
£000


At 1 January 2021
8,095
215
(7,894)
416

Profit for the year
-
-
-
-



At 1 January 2022
8,095
215
(7,894)
416



Loss for the period
-
-
(1,529)
(1,529)


At 30 June 2023
8,095
215
(9,423)
(1,113)


The notes on pages 14 to 23 form part of these financial statements.

Page 13

 
ANGEL SPRINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

1.


General information

Angel Springs Holdings Limited is a private company limited by shares and is registered and incorporated in England and Wales. The registered office is Angel House, Shaw Road, Wolverhampton, WV10 9LE.

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 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 £1,000, unless otherwise indicated.
The year end was extended to 30 June 2023 from 31 December 2022, so the current figures are for an 18 month period.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).

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 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Osmosis Holdings, LP as at 31 December 2022 and these financial statements may be obtained from Culligan International Company, 9399 W.Higgins Road, Suite 1100 Rosemont, IL 60018, USA. .

Page 14

 
ANGEL SPRINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

2.Accounting policies (continued)

 
2.3

Exemption from preparing consolidated financial statements

The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

 
2.4

Going concern

As at 30 June 2023, the company had net current liabilities of £23,221,000 (2021: £23,212,000) and had not traded in the current or prior year. These net current liabilities arose as a result of transactions with fellow group undertakings in previous years as a consequence of acquisition funding structures. 
The Directors consider that the fair value of the fixed asset investments in its subsidiaries significantly exceeds the carrying value at 30 June 2023 and that these are considerably greater than the net liabilities at the reporting date.
The Directors have also received written support from group undertakings that they will receive continued support from them for at least 12 months from the date of these financial statements being approved and such that the company can meet its liabilities as they fall due. The financial statements have therefore been produced on a going concern basis.

 
2.5

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.

 
2.6

Valuation of 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.

Page 15

 
ANGEL SPRINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

2.Accounting policies (continued)

 
2.7

Financial instruments

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's Statement of Financial Position 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Page 16

 
ANGEL SPRINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

2.Accounting policies (continued)


2.7
Financial instruments (continued)

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

Page 17

 
ANGEL SPRINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

3.


Judgments in applying accounting policies 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 value of assets and liabilities that are not readily apparent from other source. 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 material adjustments to the carrying value of assets and liabilities are as follows:
Impairment analysis
Determining whether fixed asset investments are impaired requires an estimation of the value in use of the cash generating units. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. Following a review by the Directors they have determined that there are indicators for impairment of one of the subsidiary companies. An assessment was carried out and the carrying value of fixed assets investments at 30 June 2023 was reduced to £22,108,000 (2021: £23,628,000).


4.


Auditors' remuneration

During the period, the company obtained the following services from the company's auditors and their associates:


2023
2021
£000
£000

Fees payable to the company's auditors and their associates for the audit of the company's financial statements
8
-


5.


Employees

The company has no employees other than the directors, who did not receive any remuneration (2021- £NIL).





Page 18

 
ANGEL SPRINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

6.


Exceptional items

2023
2021
£000
£000


Impairment of investments
1,520
-

1,520
-


7.


Fixed asset investments








Investments in subsidiary companies

£000



Cost or valuation


At 1 January 2022
23,628



At 30 June 2023

23,628



Impairment


Charge for the period
1,520



At 30 June 2023

1,520



Net book value



At 30 June 2023
22,108



At 31 December 2021
23,628

Page 19

 
ANGEL SPRINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Type of holding

Class of shares

Holding

Air and Water Limited (dissolved 7 November 2023)
a)
Indirect
Ordinary
100%
Aquapoint Limited
a)
Indirect
Ordinary
100%
Billi (UK) (Oldco) LLP
a)
Indirect
N/A
100%
Bronte Spring Water Limited (dissolved 26 September 2023)
a)
Indirect
Ordinary
100%
Bronte Water Coolers Limited (dissolved 26 September 2023)
a)
Indirect
Ordinary
100%
Cameron Water Limited (dissolved 23 January 2024)
c)
Indirect
Ordinary
100%
Cariad Cool Water Limited
a)
Indirect
Ordinary
100%
Culligan (UK) Limited
d)
Indirect
Ordinary
100%
Fillongley Spring Water Limited
b)
Indirect
Ordinary
100%
Fillongley Ventures Limited
b)
Direct
Ordinary
100%
GLGB Limited
a)
Indirect
Ordinary
100%
Home 2 Office (Watercoolers) Limited (dissolved 8 October 2024)
a)
Indirect
Ordinary
100%
Just Order Direct Limited (dissolved 26 September 2023)
a)
Indirect
Ordinary
100%
Kettletap Direct.Com Limited (dissolved 26 September 2023)
a)
Indirect
Ordinary
100%
Kingshill Mineral Water Ltd
c)
Indirect
Ordinary
100%
MIW Office Solutions Limited
a)
Indirect
Ordinary
100%
MIW Water Cooler Experts Limited (dissolved 11 June 2024)
a)
Indirect
Ordinary
100%
Norfolk Water Limited
d)
Indirect
Ordinary
100%
Office Beverages Ltd (dissolved 15 August 2023)
a)
Indirect
Ordinary
100%
Office Watercoolers (S.W.) Limited
a)
Indirect
Ordinary
100%
Stay Safe Health Limited (dissolved 26 September 2023)
a)
Indirect
Ordinary
100%
The Pure Water Company Ltd
e)
Indirect
Ordinary
100%
The WCD Group Holdings Limited
a)
Indirect
Ordinary
100%
The WCD Group Limited
a)
Indirect
Ordinary
100%
Waterboilers Direct.Com Limited (dissolved 26 September 2023)
a)
Indirect
Ordinary
100%
Watercoolers Direct Limited (dissolved 26 September 2023)
a)
Indirect
Ordinary
100%
Waterlogic UK Limited
d)
Direct
Ordinary
100%

Page 20

 
ANGEL SPRINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023
Subsidiary undertakings (continued)

Registered office addresses:
a) Angel House, Shaw Road, Wolverhampton, WV10 9LE
b) Tamworth Road, Fillongley, Coventry, CV7 8DZ
c) Dura Road, Allanton Scotland, ML2 9PJ
d) Fourth Floor Abbots House, Abbey Street, Reading, Berkshire, RG1 3BD
e) Unit 1 Maidenhead Enterprise Centre, Cordwallis Street, Maidenhead, Berkshire, SL6 7BE


8.


Debtors

30 June
31 December
2023
2021
£000
£000


Amounts owed by group undertakings
955
955

955
955


Amounts owed by group undertakings are non-interest bearing, unsecured, and there are no fixed terms for repayment.


9.


Creditors: Amounts falling due within one year

30 June
31 December
2023
2021
£000
£000

Amounts owed to group undertakings
24,167
24,167

Accruals and deferred income
9
-

24,176
24,167


Amounts owed to group undertakings are non-interest bearing, unsecured, and there are no fixed terms for repayment.

Page 21

 
ANGEL SPRINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

10.


Share capital

30 June
31 December
2023
2021
£000
£000
Allotted, called up and fully paid



8,094,847 (2021 - 8,094,847) Ordinary shares of £1.00 each
8,095
8,095



11.


Reserves

Share premium account

The share premium account represents consideration received for shares above their nominal value net of transaction costs.

Profit and loss account

The profit and loss account represents cumulative profit and loss, net of distributions to owners.


12.Other financial commitments

On acquisition of the company by the Culligan Group on 31 October 2022, the company became a guarantor, alongside group companies, of a credit agreement dated 30 July 2021 entered into by AI Aqua Merger Sub, Inc and Osmosis Holdings Australia II Pty Ltd, both of these entities being fellow wholly owned subsidiaries of Osmosis Holdings, LP. Under the terms of the agreement the companies obtained initial loans of USD 1,667,937 and USD 332,062,500 respectively for the capital investment in and acquisition of the group.
Additional draw down facilities are available under the same credit agreement alongside a revolving credit agreement, for further group investing and acquisition activities. As at the period end the balance outstanding under this credit agreement was USD 2,975,322,182 (Dec 2021: USD 1,709,637,500) and USD 592,284,601 (2021: USD 340,362,500) relating to AI Aqua Merger Sub, Inc and Osmosis Australia II Pty Ltd, respectively. A further  USD 136,000,000 (Dec 2021: USD Nil) was owed by AI Aqua Merger Sub relating to the revolving credit facility. The guarantee is secured by a fixed and floating charge over the assets of the company.


13.


Related party transactions

Information relating to guarantees provided by the company to the group is given in note 12.
The company has taken advantage of the exemptions provided by Section 33 of FRS 102 'Related Party Disclosures' and has not disclosed transactions entered into between two or more members of its group, provided that any subsidiary undertaking which is party to the transactions is a wholly-owned member of that group.

Page 22

 
ANGEL SPRINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023

14.


Post balance sheet events

On 19 June 2024 the company issued 1 additional Ordinary Share for total consideration of £2,524,586.
This additional share capital raised was simultaneously reinvested in the company’s subsidiary.


15.


Controlling party

The immediate parent company is Waterlogic Holdings Limited, a company incorporated in England and Wales. Waterlogic Holdings Limited has its registered office at Fourth Floor Abbots House, Abbey Street, Reading, Berkshire, RG1 3BD.
The ultimate parent company and controlling party is BDT Capital Partners. The smallest and largest group to consolidate these financial statements is Osmosis Holdings, LP, a company incorporated in the United States. Copies of Osmosis Holdings, LP consolidated financial statements can be obtained from Culligan International Company, 9399 W.Higgins Road, Suite 1100 Rosemont, IL 60018, USA.


 
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