Company registration number 11368412 (England and Wales)
BLYTH TOPCO 1 LIMITED
(FORMERLY PIP WM BIDCO 1 LIMITED)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
BLYTH TOPCO 1 LIMITED
COMPANY INFORMATION
Directors
Pinecroft Corporate Services Limited
Edward Wilson
Secretary
Infrastructure Managers Limited
Company number
11368412
Registered office
Cannon Place
78 Cannon Street
London
EC4N 6AF
Independent Auditors
PricewaterhouseCoopers LLP
Chartered Accountants & Statutory Auditors
Atria One
144 Morrison Street
Edinburgh
EH3 8EX
BLYTH TOPCO 1 LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditors' report
4 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 19
BLYTH TOPCO 1 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present their annual report and the audited financial statements of Blyth Topco 1 Limited ("the Company") for the year ended 31 December 2023.

Principal activities

The principal activity of the company continued to be that of a holding company to Blyth Holdings Limited.

Results and dividends

The results for the year are set out on page 8.

 

The profit for the financial year, after taxation, amounted to £10,543k (2022: profit of £1,382k).

 

Ordinary dividends were paid amounting to £nil (2022: £nil). The directors do not recommend payment of a final dividend.

 

The directors are satisfied with the overall performance of the Company and do not foresee any significant change in the Company's activities in the coming financial year.

Directors

The directors of the Company who were in office during the year and up to the date of signing the financial statements were

Pinecroft Corporate Services Limited
Edward Wilson
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Auditors

The auditors, PricewaterhouseCoopers LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditors

In the case of each director in office at the date the Directors' Report is approved:

 

• so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware; and

• they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

 

Auditors Liability Limitation Agreement

 

The directors have agreed with the company's auditors that the auditor's liability to damages for breach of duty in relation to the audit of the company's financial statements for the year to 31 December 2023 should be limited to the greater of £5m or 5 times the auditor's fees, and that in any event the auditor's liability for damages should be limited to that part of any loss suffered by the company as is just and equitable having regard to the extent to which the auditor, the company and any third parties are responsible for the loss in question. The shareholders approved this limited liability agreement, as required by the Companies Act 2006, by a resolution dated 8 October 2024.

BLYTH TOPCO 1 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Key performance indicators

In its role as a holding company there are no key performance indicators for the directors to monitor. However, from a group point of view the performance of the investments are assessed every six months by testing the cash resources against the bank lending covenants. The key indicator being the debt service cover ratio. The investments have been compliant with the covenants laid out in the bank loan agreements.

 

Climate change

The directors recognise that it is important to disclose their view of the impact of climate change on the company. As a holding company, the company itself does not trade. The company's indirect subsidiaries key operational contracts are long-term and with a small number of known counterparties. In most cases, the cashflows from these contracts can be predicted with reasonable certainty for at least the medium-term. Having considered the operations, their contracted rights and obligations and forecast cash flows, there is not expected to be a significant impact upon the operational or financial performance arising from climate change.

Going concern

These financial statements have been prepared on the going concern basis for the reasons set out in the Accounting Policies

 

Change of Name

On 17th March 2024 the Company changed its name from 'PiP WM Bidco 1 Limited' to 'Blyth Topco 1 Limited Limited'.

 

On 21st March 2024 the Company changed its name from 'Blyth Topco 1 Limited Limited' to 'Blyth Topco 1 Limited'.

Small companies exemption

This report has been prepared in accordance with the special provisions applicable to small companies within Part 15 of the Companies Act 2006. Exemption has also been taken from the requirement to prepare a Strategic Report.

On behalf of the board
For and on behalf of Edward Wilson
Director
6 November 2024
BLYTH TOPCO 1 LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law).

 

Under company law, 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 the financial statements, the directors are required to:

 

 

The directors are 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 directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006.

 

 

The financial statements were approved and signed by the director and authorised for issue on 6 November 2024

 

 

 

 

Edward Wilson

Director                        

 

BLYTH TOPCO 1 LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBER OF BLYTH TOPCO 1 LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Report on the audit of the financial statements
Opinion

In our opinion, Blyth Topco 1 Limited's financial statements:

 

 

 

 

We have audited the financial statements, included within the Annual Report and Financial Statements (the "Annual Report"), which comprise: the Statement of financial position as at 31 December 2023; Statement of comprehensive income and Statement of changes in equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Independence

We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

BLYTH TOPCO 1 LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBER OF BLYTH TOPCO 1 LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.

With respect to the Directors' report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

Directors report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Directors' report for the year ended 31 December 2023 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

 

In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Directors' report.

Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements

As explained more fully in the Directors' responsibilities statement, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the 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.

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.

BLYTH TOPCO 1 LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBER OF BLYTH TOPCO 1 LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

Based on our understanding of the company and industry, we identified that the principal risks of noncompliance with laws and regulations related to Companies Act 2006 and UK tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial results and not recognising

impairment where there is evidence that the investment balance is impaired. Audit procedures performed by the engagement team included:

 

 

 

 

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.

Use of this report

This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

 

Other required reporting

 

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

 

 

 

 

 

We have no exceptions to report arising from this responsibility.

BLYTH TOPCO 1 LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBER OF BLYTH TOPCO 1 LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -

Entitlement to exemptions

Under the Companies Act 2006 we are required to report to you if, in our opinion, the directors were not entitled to: prepare financial statements in accordance with the small companies regime; take advantage of the small companies exemption in preparing the Directors' report; and take advantage of the small companies exemption from preparing a strategic report. We have no exceptions to report arising from this responsibility.

Paul Cheshire (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Edinburgh
7 November 2024
BLYTH TOPCO 1 LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
£'000
£'000
Other gains
10,543
1,382
Interest receivable and similar income
5
2,952
2,682
Interest payable and similar expenses
6
(2,952)
(2,682)
Profit before taxation
10,543
1,382
Tax on profit
7
-
0
-
0
Profit for the financial year
10,543
1,382

All of the activities of the company are from continuing operations.

The notes on pages 11 to 19 form part of these financial statements.

BLYTH TOPCO 1 LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
8
38,245
44,418
Creditors: amounts falling due within one year
10
(2,633)
(12,575)
Net current liabilities
(2,633)
(12,575)
Total assets less current liabilities
35,612
31,843
Creditors: amounts falling due after more than one year
11
(35,762)
(42,536)
Net liabilities
(150)
(10,693)
Capital and reserves
Called up share capital
13
-
0
-
0
Capital contribution reserve
11,576
4,786
Profit and loss reserve
(11,726)
(15,479)
Total shareholders' deficit
(150)
(10,693)

The notes on pages 11 to 19 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 6 November 2024 and are signed on its behalf by:
Edward Wilson
Director
Company registration number 11368412 (England and Wales)
BLYTH TOPCO 1 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Called up share capital
Capital redemption reserve
Profit and loss reserve
Total
£'000
£'000
£'000
£'000
Balance at 1 January 2022
-
0
24,830
(36,905)
(12,075)
Year ended 31 December 2022:
Profit and total comprehensive income for the financial year
-
-
1,382
1,382
Transfers
-
-
20,044
20,044
Transfer in respect of effective interest expense on shareholder loan
-
(20,044)
-
(20,044)
Balance at 31 December 2022
-
0
4,786
(15,479)
(10,693)
Year ended 31 December 2023:
Profit and total comprehensive income for the financial year
-
-
10,543
10,543
Transfers
-
-
(6,790)
(6,790)
Transfer in respect of effective interest on shareholder loan
-
6,790
-
6,790
Balance at 31 December 2023
-
0
11,576
(11,726)
(150)

The notes on pages 11 to 19 form part of these financial statements.

BLYTH TOPCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
1
Accounting policies
Company information

Blyth Topco 1 Limited ("the Company") is a private company limited by shares incorporated in the United Kingdom and is registered in England and Wales. The registered office is located at Cannon Place, 78 Cannon Street, London, EC4N 6AF.

 

The principal activity of the company continued to be that of a holding company to Blyth Holdings Limited.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain financial assets and liabilities. The principal accounting policies adopted are set out below and have been consistently applied to the years presented, unless otherwise stated.

 

The Company has taken advantage of the exemption in FRS 102 Section 7 'Statement of Cash Flows' part 1B, which states that a small company is not required to prepare a Cash Flow Statement.

 

The Company has also taken advantage of the exemption in section 33 of FRS 102 'Related Party Disclosures', that allows it not to disclose transactions with wholly owned members of a group.

 

1.2
Going concern

Cash flow forecasts are prepared for each of the underlying investments looking over the expected life of the underlying asset and so including the 12 month period from the date the financial statements are signed. This includes consideration of payments required to service its bank loan and compliance with the covenants of the loan facility. In drawing up these forecasts, the board has made assumptions based upon its view of the current and future economic conditions, that will prevail over the forecast period.true

 

The Company's cash flows are dependent on the performance of its investments held (both directly and indirectly). After reviewing the performance of these investments, which is done on a regular basis, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. In addition, in the event that the underlying investments do not perform as expected, the company has no liabilities that it is contractually required to pay in the twelve month period from the date of signing of these financial statements.

 

In light of this, the directors continue to adopt the going concern basis of accounting in preparing the year end financial statements.

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. 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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

BLYTH TOPCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include debtors , cash and bank balances, are initially measured at transaction price including transaction costs and debtors are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial instruments are subsequently measured at fair value, with any changes recognised in the Statement of Comprehensive Income, with the exception of hedging instruments in a designated hedging relationship.

Impairment of financial assets

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

 

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

 

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

Derecognition of financial assets

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

Classification of financial liabilities

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

BLYTH TOPCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
Basic financial liabilities

Basic financial liabilities, including Creditors, bank loans, loans from fellow group 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value at each reporting date. The fair values of the derivatives have been calculated by discounting the fixed cash flows at forecasted forward interest rates over the term of the financial instrument. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

1.8

Borrowings

Borrowings are recognised at amortised cost using the effective interest rate method. Under the effective interest rate method, any transaction fees, costs, discounts and premiums directly related to the borrowings are recognised in the Statement of Comprehensive Income over the life of the borrowings. Borrowings with maturities greater than twelve months after the reporting date are classified as noncurrent liabilities. The 0% shareholder loan has been recorded at fair value initially and will be amortised at a fixed rate of 6% per annum.

BLYTH TOPCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.9

Capital Contribution Reserve

Capital contributions reserves relate to downward revaluations in the market valuation of the company’s shareholder loan which carries a 0% rate of interest. This reserve will be maintained until such time as the shareholder loan is repaid.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

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

Impairment of assets

The carrying value of those assets recorded in the Company's Statement of Financial Position, at amortised cost less any impairment losses, could be materially reduced where circumstances exist which might indicate that an asset has been impaired and an impairment review is performed. Impairment reviews consider the fair value and/or value in use of the potentially impaired asset or assets and compare that with the carrying value of the asset or assets in the Statement of Financial Position. Any reduction in value arising from such a review would be recorded in the Statement of Comprehensive Income. Impairment reviews involve the significant use of assumptions. Consideration has to be given as to the price that could be obtained for the asset or assets, or in relation to a consideration of value in use, estimates of the future cash flows that could be generated by the potentially impaired asset or assets, together with a consideration of an appropriate discount rate to apply to those cash flows.

 

3
Operating profit
2023
2022
Operating profit for the year is stated after charging:
£'000
£'000
Fees payable to the company's auditors for the audit of the company's financial statements
5
5
4
Employees

The average monthly number of persons employed by the Company during the financial year amounted to nil (2022: nil). The directors are not employed by the Company and did not receive any remuneration from the Company during the year (2022: £nil).

BLYTH TOPCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
5
Interest receivable and similar income
2023
2022
£'000
£'000
Interest income
Interest receivable from group companies
2,952
2,682
6
Interest payable and similar expenses
2023
2022
£'000
£'000
Interest payable to group undertakings
2,952
2,682
7
Taxation on profit

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

2023
2022
£'000
£'000
Profit before taxation
10,543
1,382
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
2,480
263
Tax effect of income not taxable in determining taxable profit
(2,480)
(263)
Taxation charge for the year
-
-
8
Fixed asset investments
2023
2022
Notes
£'000
£'000
Investments in subsidiaries
9
5,765
3,033
Loans to subsidiaries
9
32,480
41,385
38,245
44,418
BLYTH TOPCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Fixed asset investments
(Continued)
- 16 -
Movements in fixed asset investments
Shares in subsidiaries
Loans to subsidiaries
Total
£'000
£'000
£'000
Cost or valuation
At 1 January 2023
3,033
41,385
44,418
Impairment reversal
2,732
7,811
10,543
Effective interest charge on loan
-
2,952
2,952
Loan remeasurement
-
(9,741)
(9,741)
Repayments
-
(9,927)
(9,927)
At 31 December 2023
5,765
32,480
38,245
Carrying amount
At 31 December 2023
5,765
32,480
38,245
At 31 December 2022
3,033
41,385
44,418

The accumulated impairment to date is £32,750k (2022: £43,293k).

 

The subordinated loan carries a fixed coupon of 0% per annum and have therefore been discounted at a market rate of interest in accordance with the forecast repayment profile. The difference between the cost and the discounted value is the capital contribution in the associate investment company and has been recognised as a debtor within investments. The loan carrying value was modified owing to a change in planned repayment schedule in the future which has resulted in the capital contribution increasing in the current year.

9
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Blyth Holdings Limited
Cannon Place, 78 Cannon Street, London, EC4N 6AF
Ordinary
25.00
10
Creditors: amounts falling due within one year
2023
2022
£'000
£'000
Amounts owed to group undertakings
2,633
12,575
11
Creditors: amounts falling due after more than one year
2023
2022
£'000
£'000
Amounts owed to group undertakings
35,762
42,536
BLYTH TOPCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
12
Borrowings

 

 

 

2023

2022

 

 

 

 

£000

£000

Current

 

 

 

 

 

Other borrowings

 

 

2,633

12,575

 

 

 

 

 

 

Non-current

 

 

 

 

Other borrowings

 

 

35,762

42,536

 

 

 

 

 

 

Total borrowings

 

 

38,395

55,111

 

 

 

 

 

 

Total borrowings are repayable as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

2023

2022

 

 

 

 

£000

£000

 

 

 

 

 

 

In one year or less

 

 

2,633

12,575

In more than one year, but not more than five years

 

14,409

25,820

In more than five years other than by instalments

21,353

16,716

 

 

 

 

 

 

Total borrowings

 

 

38,395

55,111

 

 

Other borrowings relate to amounts owed to the Company's immediate parent undertaking. Other borrowings carry a fixed coupon of 0% per annum and therefore have been discounted at a market rate of interest in accordance with the forecast repayment profile. The difference between the amount borrowed and the discounted value recognised is £11,576k (based on a market rate of 6%) which has been included as a capital contribution on inception of the loan - see note 11. The planned repayment schedule is subject to the receipt of cash from the associate investment company and as such there is no obligation to make any of the planned repayments.

 

The effective interest recorded through the SOCI in the year was £2,952k, with repayments made during the year of £9,927k. The closing loan balance is £38,395k (2022: £55,111k).

13
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary shares of £1 each
1
1
-
-

The Company has one class of Ordinary Share with a nominal value of £1 each which carries no right to fixed income. The holders of Ordinary Shares are entitled to receive dividends as declared and are entitled to one vote per share at meetings of the Company

BLYTH TOPCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
14
Related party transactions

(a) Transactions with related parties

 

 

 

 

 

 

 

The following transactions occurred with related parties

 

 

 

 

 

 

2023

2022

 

 

£000

£000

Dividend revenue

 

 

 

Subordinated debt loan repayment

 

9,927

16,978

 

 

 

 

Other transactions

 

 

 

Subordinated debt loan repayment

 

9,927

16,978

 

 

 

 

(b) Loans from Immediate parent

 

 

 

 

 

 

2023

2022

 

 

£000

£000

Loan from Immediate parent

 

 

 

Opening

 

55,111

52,045

Repayment

 

(9,927)

(16,978)

Remeasurement

 

(9,741)

17,362

Effective interest

 

2,952

2,682

Closing

 

38,395

55,111

 

 

 

 

(c) Loans to Associate Undertakings

 

 

 

 

 

 

2023

2022

 

 

£000

£000

Loan to Blyth Holdings Limited

 

 

 

Opening

 

44,418

39,971

Repayment

 

(9,927)

(16,978)

Remeasurement

 

(9,741)

17,362

Effective interest

 

2,952

2,682

Impairment reversal

 

10,543

1,381

Closing

 

37,324

44,418

BLYTH TOPCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
15
Ultimate controlling party

Blyth Topco 1 Limited is an immediate subsidiary of City of Wolverhampton Council who is deemed to be the ultimate controlling party.

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