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.
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.
The directors of the Company who were in office during the year and up to the date of signing the financial statements were
The auditors, PricewaterhouseCoopers LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.
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.
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'.
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.
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:
select suitable accounting policies and then apply them consistently;
state whether applicable United Kingdom Accounting Standards, comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The 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
Basis for opinion
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.
Reporting on other information
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.
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:
Enquiries of management around known or suspected instances of non-compliance with laws and regulations, claims and litigation, and instances of fraud;
Understanding of management's controls designed to prevent and detect irregularities;
Reviewing minutes of relevant meetings;
Challenging management on assumptions and judgements made in their significant accounting estimates, in particular in relation to the carrying value of the investments; and
Identifying and testing journal entries to assess whether any of the journals appeared unusual.
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 not obtained all the information and explanations we require for our audit; or
adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
certain disclosures of directors' remuneration specified by law are not made; or
the financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Entitlement to exemptions
Under the Companies Act 2006 we are required to report to you if, in our opinion, the 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.
All of the activities of the company are from continuing operations.
The notes on pages 11 to 19 form part of these financial statements.
The notes on pages 11 to 19 form part of these financial statements.
The notes on pages 11 to 19 form part of these financial statements.
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 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.
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 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.
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 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 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.
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.
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.
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.
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.
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:
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.
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).
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:
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.
Details of the company's subsidiaries at 31 December 2023 are as follows:
|
|
|
| 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).
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
(a) Transactions with related parties |
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|
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 |