Registered number:
FOR THE PERIOD ENDED 30 JUNE 2023
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ANGEL SPRINGS HOLDINGS LIMITED
COMPANY INFORMATION
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ANGEL SPRINGS HOLDINGS LIMITED
CONTENTS
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ANGEL SPRINGS HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2023
The Directors present the Strategic Report for the year ended 30 June 2023.
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.
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.
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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.
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ANGEL SPRINGS HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023
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.
Given that the company has not traded in the year, the Directors do not deem KPI analysis to be relevant.
The company is to continue to act as a holding company.
This report was approved by the board and signed on its behalf.
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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.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙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 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The company did not trade in the year. No ordinary dividends were paid (2021: £Nil). The Directors do not recommend payment of a final dividend.
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ANGEL SPRINGS HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2023
The directors who served during the period were:
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.
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.
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.
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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.
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ANGEL SPRINGS HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANGEL SPRINGS HOLDINGS LIMITED
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 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).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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ANGEL SPRINGS HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANGEL SPRINGS HOLDINGS LIMITED (CONTINUED)
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.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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ANGEL SPRINGS HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANGEL SPRINGS HOLDINGS LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
The 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.
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ANGEL SPRINGS HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ANGEL SPRINGS HOLDINGS LIMITED (CONTINUED)
The prior year financial statements, and therefore the comparative figures for 31 December 2021, were unaudited.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
Berry & Warren
54 Thorpe Road
NR1 1RY
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ANGEL SPRINGS HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2023
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ANGEL SPRINGS HOLDINGS LIMITED
REGISTERED NUMBER: 07617386
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 23 form part of these financial statements.
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ANGEL SPRINGS HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2023
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ANGEL SPRINGS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023
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
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:
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. .
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ANGEL SPRINGS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023
2.Accounting policies (continued)
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.
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.
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ANGEL SPRINGS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023
2.Accounting policies (continued)
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.
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ANGEL SPRINGS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023
2.Accounting policies (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.
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ANGEL SPRINGS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023
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).
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ANGEL SPRINGS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023
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ANGEL SPRINGS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023
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ANGEL SPRINGS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023
Subsidiary undertakings (continued)
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ANGEL SPRINGS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023
Share premium account
Profit and loss account
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.
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ANGEL SPRINGS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2023
This additional share capital raised was simultaneously reinvested in the company’s subsidiary.
The immediate parent company is
The ultimate parent company and controlling party is
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