The directors present the strategic report for the period ended 31 March 2024.
Purpose
Project Blackwater BidCo Ltd (“BidCo”) is a Holding Company.
Principal Activities
The principal activity of the Company is to act as a Holding Company.
On 16 November 2023, the company acquired the entire issued share capital of Antser Group Limited which owns 2 subsidiary undertakings:
Carter Brown - The Expert Service Limited
Cornerstone Training and Support Limited
Further information on the activities of the group are included in the financial statements of the immediate parent undertaking, Project Blackwater Topco Limited.
The Compamy’s financial results for the year and its financial position at the year end can be found in the annexed financial statements. In summary the Company achieved a loss before tax of £1,033,740 for the year and had net liabilities at the year end of £1,033,739.
The Company uses a range of Key Performance Indicators (KPIs) to measure the effectiveness of operational and financial performance. The financial KPIs surround the financial performance of the Company, in terms of cash and working capital management and profitability as detailed in the financial statements. Non-Financial KPIs focus on the quality, sustainability and development of service provision to ensure that services are successful and positive outcomes achieved, alongside financial performance. These KPIs are monitored on a daily, weekly and monthly basis. The Directors are satisfied with the Companies performance against the KPIs during the year.
Operational Risk Management
The Company has significant experience of managing risks which has enabled it to develop robust policies, procedures and systems. These are continually reviewed to ensure that they are appropriate and provide mitigation against any potential emerging risk. The main areas of focus are regulatory compliance, service provision, data protection, customer service, financial management and employee related matters.
Financial Risk Management
The Company’s operations expose it to a variety of financial risks that include pressure on price risk, credit risk, liquidity risk, cash flow and interest rate risk, The Group has in place a risk management programme that seeks to limit potential adverse effects on the financial performance of the Group by monitoring levels of income, expenditure and liquidity.
Price Risk
The level of fees charged by the Company for its services continues to be set at levels deemed by the Directors to be excellent value for money, very competitive and at arms-length. The risk is managed where relevant through contract management and agreeing pricing on an annual appropriate contract length basis ahead of provision of services, where possible.
Liquidity Risk
The Company can utilise its borrowing facilities and as such this risk is considered to be relatively low. The level of the Groups borrowing facilities are actively reviewed by Management.
Cash flow and Interest Rate Risk
The Group prepares and reviews timely cash flow projections monitoring funds available to mitigate this exposure.
Investment Impairment Risk
This risk is directly related to the performance of the subsidiary companies. The company manages this risk through management review of each individual subsidiary, company’s operational and financial performance, as well as company financial and non-financial KPI reporting.
The Directors have considered the future performance and position of the Company for a period of at least twelve months from the date of approval of the financial statements by reference to business forecasts and borrowing facilities in place at the time of signing the financial statements. As a result, the board deem it suitable to continue reporting on the going concern basis.
Events since the end of the year
Since 31 March 2024 the group acquired the trade and assets of Solihull Autism Assessment Services LLP .
On behalf of the board
The directors present their annual report and financial statements for the period ended 31 March 2024.
Incorporation
The company was incorporated 24 August 2023, and commenced to trade on 16 November 2023.
The results for the period are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or operations of the company and group, including the Companies Act 2006 and taxation legislation and;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management.
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where their knowledge of actual, suspected and alleged fraud; and
considering internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual transactions or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
reading the minutes of meetings of those charged with governance; and
enquiring of management as to actual and potential litigation and claims.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
Project Blackwater Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, 122 Colmore Row, Birmingham, England, B3 3BD.
During the period, the company shortened its accounting reference date from 31 August 2024 to 31 March 2024.
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 £.
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 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;
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’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
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 financial statements of the company are consolidated in the financial statements of Project Blackwater Topco Limited. These consolidated financial statements are available from its registered office, 2nd Floor, 122 Colmore Row, Birmingham, B3 3BD.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Exceptional items comprise of £359,166 of legal and professional fees incurred in order to raise debt finance in the company and the balance of £157,250 primarily relates to costs incurred as part of the acquisition of Antser Group Limited.
The average monthly number of persons (including directors) employed by the company during the period was:
The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 March 2024 are as follows:
Registered office addresses (all UK unless otherwise indicated):
The bank loans are secured by fixed and floating charges over the assets and all property of the company and its subsidiary undertakings. The bank loans are repayable on the fifth anniversary of the drawdown and are subject to interest at between base plus 4% and base plus 4.5%.p.a.
The loans from related parties comprise of loan notes advanced by Yfm Private Equity Limited and are secured by fixed and floating charges over the assets and all property of the company and its subsidiary undertakings. The loan notes are repayable on the fifth anniversary of their issue and are subject to interest at 12% p.a.
The other loans comprise of loan notes advanced by a related party and are unsecured. The loan notes are repayable on the fifth anniversary of their issue and are subject to interest at 12% p.a.
The bank loans and the loans from related party are secured by a fixed and floating charge over the assets of the company and its subsidiary undertakings.
During the period, the company issued 1 Ordinary £1 share for cash at par value.
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
This is the company's first period of trade and therefore there are no comparatives.